COMMON STOCK PURCHASE WARRANT180 Life Sciences Corp. • April 10th, 2023 • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after April___, 2023 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on October ___, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from 180 Life Sciences Corp., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 10th, 2023 • 180 Life Sciences Corp. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of April 5, 2023, between 180 Life Sciences Corp., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 24th, 2021 • 180 Life Sciences Corp. • Pharmaceutical preparations
WARRANT AGREEMENTWarrant Agreement • June 7th, 2017 • KBL Merger Corp. Iv • Blank checks • New York
THIS WARRANT AGREEMENT (“Agreement”) dated as of June 1, 2017 is between KBL Merger Corp. IV, a Delaware corporation, (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation (“Warrant Agent”).
KBL Merger Corp. IVKBL Merger Corp. Iv • April 26th, 2017 • Blank checks • New York
We are pleased to accept the offer KBL IV Sponsor LLC (the “Subscriber” or “you”) has made to purchase 2,875,000 shares of common stock (the “Shares”), par value $0.0001 per share (the “Common Stock”), up to 375,000 of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of KBL Merger Corp. IV, a Delaware corporation (the “Company”), do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms (this “Agreement”) on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 15th, 2023 • 180 Life Sciences Corp. • Pharmaceutical preparations • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 7th, 2017 • KBL Merger Corp. Iv • Blank checks • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 1, 2017, is made and entered into by and among KBL Merger Corp. IV, a Delaware corporation (the “Company”), KBL IV Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Ladenburg Thalmann & Co. Inc. (“LT & Co.”) and the undersigned parties listed under Holders on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
INDEMNITY AGREEMENTIndemnity Agreement • April 26th, 2017 • KBL Merger Corp. Iv • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of _________, 2017, by and between KBL MERGER CORP. IV, a Delaware corporation (the “Company”), and ___________ (“Indemnitee”).
PRE-FUNDED COMMON STOCK PURCHASE WARRANT180 Life Sciences Corp. • April 10th, 2023 • Pharmaceutical preparations
THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from 180 Life Sciences Corp., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form (the “Book-Entry Warrant”) and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a
Contract180 Life Sciences Corp. • August 15th, 2023 • Pharmaceutical preparations • New York
Subject to the terms and conditions of this letter agreement (the “Agreement”) between A.G.P./Alliance Global Partners, as the sole placement agent (“A.G.P.”) (A.G.P. is also referred to herein as the “Placement Agent”), and 180 Life Sciences Corp., a Delaware corporation (the “Company”), the parties hereby agree that the Placement Agent shall serve as the placement agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”) of registered securities of the Company, consisting of: (i) shares of common stock, par value $0.0001 per share (“Common Stock”), (ii) pre-funded warrants to purchase Common Stock (the “Pre-Funded Warrants”), and (iii) warrants to purchase Common Stock (the “Common Warrants” and collectively with the Pre-Funded Warrants, the “Warrants”). The Common Stock and Warrants actually placed by the Placement Agent are referred to herein as the “Placement Agent Securities.” The Placement Agent Securities and shares
WARRANT AGENT AGREEMENTWarrant Agent Agreement • November 29th, 2023 • 180 Life Sciences Corp. • Pharmaceutical preparations • New York
THIS WARRANT AGENT AGREEMENT, dated as of December 1, 2023 (this “Agreement”), between 180 Life Sciences Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).
THIRD AMENDED AND RESTATED UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • June 7th, 2017 • KBL Merger Corp. Iv • Blank checks • New York
This THIRD AMENDED AND RESTATED UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the 1st day of June 2017, by and between KBL Merger Corp. IV, a Delaware corporation (the “Company”), and KBL IV Sponsor LLC, a Delaware limited liability company (the “Subscriber”), each with a principal place of business at 527 Stanton Christiana Rd, Newark, DE 19713.
UNDERWRITING AGREEMENT between KBL MERGER CORP. IV and LADENBURG THALMANN & CO. INC., and FBR CAPITAL MARKETS & CO. Dated: June 1, 2017 10,000,000 Units KBL Merger Corp. IV UNDERWRITING AGREEMENTUnderwriting Agreement • June 7th, 2017 • KBL Merger Corp. Iv • Blank checks • New York
The undersigned, KBL Merger Corp. IV, a Delaware corporation (the “Company”), hereby confirms its agreement with Ladenburg Thalmann & Co. Inc., B. Riley & Co., LLC and FBR Capital Markets & Co. (the “Representatives”) and with the other underwriters named on Schedule A hereto, for which the Representatives are acting as representatives (the Representatives and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows.
RIGHTS AGREEMENTRights Agreement • June 7th, 2017 • KBL Merger Corp. Iv • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of June 1, 2017 between KBL Merger Corp. IV, a Delaware corporation, with offices at 527 Stanton Christiana Road, Newark, DE 19713 (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at One State Street, 30th Floor, New York, New York 10004 (“Rights Agent”).
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • May 9th, 2017 • KBL Merger Corp. Iv • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made, effective as of April 19, 2017, by and between KBL Merger Corp. IV, a Delaware corporation (the “Company”), with a principal place of business at 527 Stanton Christiana Rd, Newark, DE 19713, and the purchasers listed on Schedule A attached to this Agreement (each, a “Subscriber” and collectively, the “Subscribers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 14th, 2020 • KBL Merger Corp. Iv • Blank checks • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of September 8, 2020, between KBL Merger Corp. IV, a Delaware corporation (the “Company”), and the purchasers identified on the signature pages hereto (each, and including their respective successors and permitted assigns, a “Purchaser”).
ContractStock Option Agreement • August 16th, 2021 • 180 Life Sciences Corp. • Pharmaceutical preparations • Delaware
Unless otherwise defined herein, the terms in the Stock Option Agreement (the “Option Agreement”) have the same meanings as defined in the 180 Life Sciences Corp. 2020 Omnibus Incentive Plan (as amended from time to time)(the “Plan”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 7th, 2017 • KBL Merger Corp. Iv • Blank checks • New York
This Agreement is made as of June 1, 2017 by and between KBL Merger Corp. IV (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
10% SENIOR SECURED CONVERTIBLE PROMISSORY NOTE DUE APRIL 7, 2021KBL Merger Corp. Iv • September 14th, 2020 • Blank checks • New York
This Senior Secured Convertible Promissory Note is a duly authorized and validly issued 10% Senior Secured Convertible Note of KBL Merger Corp. IV, a Delaware corporation (the “Company”), designated as its 10% Senior Secured Convertible Promissory Note due April 7, 2021 (this “Note”), issued and sold by the Company pursuant to the Securities Purchase Agreement, dated as of September 8, 2020, between the Company and, among others, Alpha Capital Anstalt (together with its successors and registered assigns, the “Holder”), a company organized and existing under the laws of the State of Connecticut (the “Purchase Agreement”).
LOCK-UP AGREEMENTLock-Up Agreement • August 24th, 2021 • 180 Life Sciences Corp. • Pharmaceutical preparations • New York
Ladenburg Thalmann & Co. Inc. New York, New York 10172 As Representative of the Several Underwriters named in Schedule A of the Underwriting AgreementLetter Agreement • June 7th, 2017 • KBL Merger Corp. Iv • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) proposed to be entered into by and between KBL Merger Corp. IV, a Delaware corporation (the “Company”), and Ladenburg Thalmann & Co. Inc. as representative (the “Representative”) of the several underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 10,000,000 of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), one right to receive one-tenth of one share of Common Stock (each, a “Right”), and one warrant (each, a “Warrant”). Each Warrant entitles the holder thereof to purchase one-half of one share of Common Stock at a price of $11.50 per whole share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus
AMENDED AND RESTATED UNIT SUBSCRIPTION AGREEMENTAmended and Restated Unit Subscription Agreement • May 24th, 2017 • KBL Merger Corp. Iv • Blank checks • New York
This AMENDED AND RESTATED UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made, effective as of April 19, 2017, by and between KBL Merger Corp. IV, a Delaware corporation (the “Company”), with a principal place of business at 527 Stanton Christiana Rd., Newark, DE 19713, and the purchasers listed on Schedule A attached to this Agreement (each, a “Subscriber” and collectively, the “Subscribers”).
ContractStock Option Agreement • March 3rd, 2021 • 180 Life Sciences Corp. • Pharmaceutical preparations • Delaware
Unless otherwise defined herein, the terms in the Stock Option Agreement (the “Option Agreement”) have the same meanings as defined in the 180 Life Sciences Corp. 2020 Omnibus Incentive Plan (as amended from time to time)(the “Plan”).
LOCK-UP AGREEMENTLock-Up Agreement • April 10th, 2023 • 180 Life Sciences Corp. • Pharmaceutical preparations
Re: Securities Purchase Agreement, dated as of April ___, 2023 (the “Purchase Agreement”), between 180 Life Sciences Corp. (the “Company”) and the purchasers signatory thereto (each, a “Purchaser” and, collectively, the “Purchasers”)
WARRANT AGENT AGREEMENTWarrant Agent Agreement • April 10th, 2023 • 180 Life Sciences Corp. • Pharmaceutical preparations • New York
THIS WARRANT AGENT AGREEMENT, dated as of April 10, 2023 (this “Agreement”), between 180 Life Sciences Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).
EMPLOYMENT AGREEMENTEmployment Agreement • July 9th, 2021 • 180 Life Sciences Corp. • Pharmaceutical preparations • Delaware
This Employment Agreement (this “Agreement”) is made as of August 21, 2019, between KBL Merger Corp. IV (the “Company”). and Jonathan Rothbard (“Executive”) (collectively, the Company and Executive are the “Parties”).
SECOND AMENDED AND RESTATED UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • May 30th, 2017 • KBL Merger Corp. Iv • Blank checks • New York
This SECOND AMENDED AND RESTATED UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of May 25, 2017, by and between KBL Merger Corp. IV, a Delaware corporation (the “Company”), with a principal place of business at 527 Stanton Christiana Rd., Newark, DE 19713, and the purchasers listed on Schedule A attached to this Agreement (each, a “Subscriber” and collectively, the “Subscribers”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 2nd, 2021 • 180 Life Sciences Corp. • Pharmaceutical preparations • California
This Employment Agreement (this “Agreement”) is made as of October 29, 2021, and effective November 1, 2021 (the “Effective Date”), between 180 Life Sciences Corp., a Delaware corporation (the “Company”), and Quan Anh Vu (“Executive”) (collectively, the Company and Executive are the “Parties”).
BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • February 3rd, 2020 • KBL Merger Corp. Iv • Blank checks
This Amendment No. 1, dated as of January 29, 2020, is among 180 Life Sciences Corp., a Delaware corporation (the “Company”), Katexco Pharmaceuticals Corp., a British Columbia corporation (“Katexco”), CannBioRex Pharmaceuticals Corp., a British Columbia corporation (“CBR Pharma”), 180 Therapeutics L.P., a Delaware limited partnership (“180 LP” and together with Katexco and CBR Pharma, the “Company Subsidiaries”), KBL Merger Corp. IV, a Delaware corporation (“KBL”), KBL Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Lawrence Pemble, in his capacity as representative of the stockholders of the Company and the Company Subsidiaries (the “Stockholder Representative”).
FORM OF LOCK-UP AGREEMENTUp Agreement • July 26th, 2019 • KBL Merger Corp. Iv • Blank checks • Delaware
The undersigned signatory of this lock-up agreement (this “Lock-Up Agreement”) understands that KBL Merger Corp. IV, a Delaware corporation (“KBL”) proposes to enter into a Business Combination Agreement (as the same may be amended from time to time, the “Business Combination Agreement”) with KBL Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of KBL (“Merger Sub”), CannBioRx Life Sciences Corp., a Delaware corporation (the “Company”), Katexco Pharmaceuticals Corp., a British Columbia corporation (“Katexco”), CannBioRex Pharmaceuticals Corp., a British Columbia corporation (“CBR Pharma”), 180 Therapeutics LP, a Delaware limited partnership (“180” and together with Katexco and CBR Pharma, the “Company Subsidiaries”), and Lawrence Pemble, in his capacity as representative of the stockholders of the Company and the Company Subsidiaries which provides, among other things, for the merger of Merger Sub with and into the Company, with the Company continuing as the survi
ESCROW AGREEMENTEscrow Agreement • November 12th, 2020 • 180 Life Sciences Corp. • Blank checks • New York
This Escrow Agreement (“Agreement”) is made and entered into as of November 6, 2020, by and between: KBL Merger Corp. IV, a Delaware corporation (“KBL”); and Lawrence Pemble, as representative (the “Stockholder Representative”) of the Persons identified from time to time on Schedule 1 hereto; and Continental Stock Transfer & Trust Company, a New York corporation (the “Escrow Agent”).
Termination of the Licence agreement between OXFORD UNIVERSITY INNOVATION LIMITED (“OUI”) and 180 LIFE SCIENCES CORP. (“the Licensee”) dated 2nd November 2021 agreement number A30437. (“the Licence Agreement”).180 Life Sciences Corp. • September 28th, 2023 • Pharmaceutical preparations
Defined terms used in this letter (unless stated to the contrary) have the same meaning as given to them in the Licence Agreement.
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • April 28th, 2022 • 180 Life Sciences Corp. • Pharmaceutical preparations
This First Amendment to Employment Agreement (“Amendment”), dated April 27, 2022 and effective as of the same date, unless otherwise set forth below, is entered into by and between 180 Life Sciences Corp., a Delaware corporation (the “Company”), and Quan Vu (“Executive”) (collectively, the Company and Executive are the “Parties”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 3rd, 2021 • 180 Life Sciences Corp. • Pharmaceutical preparations • British Columbia
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into on the February 24, 2021, but to be effective for all purposes as of November 6, 2020 (the “Effective Date”), by and between KATEXCO PHARMACEUTICALS CORP., a British Columbia corporation (the “Company”), and OZAN PAMIR (“Executive”), an individual living at 788 Richards Street, Unit 2207, Vancouver, BC Canada V6B0C7. Certain capitalized terms used herein but not otherwise defined shall have the meanings as set forth in Section 16 of this Agreement.
MUTUAL RELEASE AND SETTLEMENT AGREEMENTMutual Release and Settlement Agreement • August 2nd, 2021 • 180 Life Sciences Corp. • Pharmaceutical preparations • New York
This Mutual Release and Settlement Agreement (the “Agreement”) is made as of July 31, 2021, among Alpha Capital Anstalt (“Holder”) and 180 Life Sciences Corp. (f/k/a KBL Merger Corp. IV, hereinafter the “Company”).
